SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report May 31, 1996
Center Financial Corporation
(Exact Name of Registrant as Specified in Its Charter)
Connecticut
(State or Other Jurisdiction of Incorporation)
0-26384
(Commission File Number)
06-1260924
(I.R.S. Employer Identification Number)
60 North Main Street, Waterbury, Connecticut
(Address of Principal Executive Offices)
06702
(Zip Code)
(203) 578 - 7000
(Registrant's Telephone Number, Including Area Code)
Item 5. Other Events.
Center Financial Corporation (the "Company") is filing this report in
recognition of the completion of the merger of Heritage Bank, a Connecticut
capital stock savings bank, into the Company, a Connecticut bank holding
company. The Company has undertaken this filing in accordance with the terms of
the Agreement and Plan of Merger between the Company and Heritage Bank
("Heritage"), whereby Heritage merged with and into the Company's wholly-owned
subsidiary, Centerbank. It is not the Company's policy to file results of
operations except on a quarterly basis. The Company does not anticipate
routinely filing non-quarterly results of operations; however, it may do so in
accordance with the terms of other merger agreements.
The Company completed the merger of Heritage of Watertown, Connecticut, with and
into Centerbank on April 12, 1996, in a transaction accounted for as a pooling
of interests. The Company exchanged one share of common stock for each 1.4413
shares of Heritage common stock outstanding, in accordance with the terms of the
merger agreement, for a total of 437,539 shares issued in the exchange. There
were no special provisions or tax benefits recorded as a result of the merger.
The accompanying consolidated balance sheet and statement of operations reflects
the Company's financial position as of May 31, 1996 and December 31, 1995, and
its consolidated results of operations for the five months ended May 31, 1996
and 1995, restated to reflect the Company's financial position and its results
of operations on a combined basis with Heritage as of the beginning of the
earliest period presented.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CENTER FINANCIAL CORPORATION
June 28, 1996 By: /s/Joseph Carlson II
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(Date) Joseph Carlson II
Vice President and
Chief Financial Officer